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EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
LEAP WIRELESS INTERNATIONAL, INC.
LEAP WIRELESS INTERNATIONAL, INC. (the "Corporation"), a
corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware (the "General Corporation Law"), hereby
certifies as follows:
FIRST: This Certificate of Amendment of the Amended and Restated
Certificate of Incorporation has been duly adopted by the Board of Directors of
the Corporation and was approved by the Stockholders of the Corporation at a
Special Meeting of the Stockholders held on September 28, 2000, in accordance
with the provisions of Sections 222 and 242 of the General Corporation Law.
SECOND: The Amended and Restated Certificate of Incorporation of
the Corporation is hereby amended by striking out Article IV, paragraph A
thereof and by substituting in lieu of said Article IV, paragraph A, the
following new Article IV, paragraph A:
"A. This corporation is authorized to issue two classes of
stock to be designated, respectively, "Common Stock" and "Preferred
Stock." The total number of shares which the corporation is
authorized to issue is Three Hundred Ten Million (310,000,000)
shares. Three Hundred Million (300,000,000) shares shall be Common
Stock, each having a par value of one-hundredth of one cent
($.0001). Ten Million (10,000,000) shares shall be Preferred Stock,
each having a par value of one-hundredth of one cent ($.0001)."
IN WITNESS WHEREOF, said Board of Directors of the Corporation has
caused this Certificate of Amendment to be signed by a duly authorized officer
of the Corporation.
Dated: October 10, 2000.
LEAP WIRELESS INTERNATIONAL, INC.
By: /s/ JAMES E. HOFFMANN
------------------------------------
James E. Hoffmann
Senior Vice President, General Counsel
and Secretary
